As filed with the Securities and Exchange Commission on August 3, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
AssetMark Financial Holdings, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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7389
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30-0774039
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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1655 Grant Street, 10th Floor
Concord, California 94520
(925) 521-2200
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Charles Goldman
Chief
Executive Officer
AssetMark Financial Holdings, Inc.
1655 Grant Street, 10th Floor
Concord, California 94520
(925) 521-2200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Ted Angus
AssetMark Financial Holdings, Inc.
1655 Grant Street, 10th Floor
Concord, California 94520
(925) 521-2200
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Alan F. Denenberg
Davis Polk & Wardwell LLP
1600 El Camino Real
Menlo Park, California 94025
(650) 752-2000
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Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this registration statement.
If any of the securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following
box: ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering: ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall
become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, please check the following box: ☐
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, please check
the following box: ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company,
and emerging growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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☒
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Smaller reporting company
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☐
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF
REGISTRATION FEE
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Title of each class of
securities to be registered
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Amount
to be
registered(1)
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Proposed
maximum
offering
price
per share(1)(2)
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Proposed
maximum
aggregate
offering price(1)(2)
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Amount of
registration fee(3)
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Common Stock, $0.001 par value per share
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19,501,046 shares
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$27.62
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$538,618,890.52
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$69,912.74
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(1)
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Pursuant to Rule 416 under the Securities Act, the shares of common stock being registered hereunder include
such indeterminate number of shares of common stock as may be issuable with respect to the shares of common stock being registered hereunder as a result of stock splits, stock dividends or similar transactions.
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(2)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the
Securities Act. The price per share of common stock and the aggregate offering price per share of common stock are based on the average of the high and low prices of the registrants common stock on July 27, 2020, as reported on The New
York Stock Exchange.
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(3)
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Calculated in accordance with rule 457(c) under the Securities Act.
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The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended (the Securities Act), or until the
registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.